Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses CLOV in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CLOV in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Peter Kuipers | $525,000 | $0 | $1,175,929 | $0 | $344,138 | $0 | $0 | $2,045,067 |
| Chief Financial Officer | ||||||||
| Jamie Reynoso | 550,001 | 0 | 0 | 0 | 904,626 | 0 | 13,539 | 1,468,166 |
| Chief Executive Officer of Medicare Advantage | ||||||||
| Andrew Toy | 800,000 | 0 | 0 | 0 | 509,539 | 0 | 9,846 | 1,319,385 |
| Co-Founder and Chief Executive Officer | ||||||||
| Conrad Wai | 495,000 | 0 | 0 | 0 | 704,461 | 0 | 12,477 | 1,211,938 |
| Chief Executive Officer of Counterpart Health | ||||||||
| Brady Priest | 495,000 | 0 | 0 | 0 | 704,461 | 0 | 0 | 1,199,461 |
| Chief Executive Officer of Clover Care Services | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Peter Kuipers | $2,045,067 | $4,984,336 | — | −2,939,269 |
| Jamie Reynoso | 1,468,166 | 4,792,147 | 2,494,844 | −3,323,981 |
| Andrew Toy | 1,319,385 | 9,476,723 | 2,224,456 | −8,157,338 |
| Conrad Wai | 1,211,938 | 4,465,698 | — | −3,253,760 |
| Brady Priest | 1,199,461 | 4,454,821 | 1,346,996 | −3,255,360 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Peter Kuipers | PRSU | 2025-05-19 | — | — | 326,647 | — | $1,175,929 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jamie Reynoso | PSU | 544,585 | — | $1,279,775 |
| Andrew Toy | PSU | 3,042,035 | — | 7,148,782 |
| Jamie Reynoso | PSU | 110,620 | — | 259,957 |
| Peter Kuipers | RSU | 326,647 | — | 767,620 |
| Jamie Reynoso | PSU | 31,935 | — | 75,047 |
| Peter Kuipers | PSU | 4,280,821 | — | 10,059,929 |
| Andrew Toy | RSU | 3,582,291 | — | 8,418,384 |
| Andrew Toy | PSU | 1,433,121 | — | 3,367,834 |
| Brady Priest | RSU | 544,585 | — | 1,279,775 |
| Jamie Reynoso | PSU | 66,255 | — | 155,699 |
| Jamie Reynoso | Option | 465,316 | 4.67 | — |
| Andrew Toy | Option | 3,786,201 | 1.67 | — |
| Andrew Toy | Option | 3,669,607 | 5.45 | — |
| Conrad Wai | PSU | 193,799 | — | 455,428 |
| Conrad Wai | RSU | 544,585 | — | 1,279,775 |
| Andrew Toy | RSU | 11,142,328 | — | 26,184,471 |
| Andrew Toy | Option | 5,334,515 | 2.23 | — |
| Andrew Toy | PSU | 505,326 | — | 1,187,516 |
| Brady Priest | RSU | 317,797 | — | 746,823 |
| Brady Priest | Option | 362,252 | 1.67 | — |
| Brady Priest | Option | 79,349 | 1.26 | — |
| Jamie Reynoso | Option | 51,701 | 3.66 | — |
The cornerstone of our compensation philosophy is pay-for-performance while also ensuring retention of key executive talent. We tie a significant portion of the total compensation for our executive officers to the achievement of both near-term and long-term Company operating and financial results.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon, plc (Human Capital Practice) |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 1,003,065,402 | 9,811,825 | 1,663,812 | 99.03% | Passed |
| 2025 | 2025-06-10 | 988,724,280 | 6,196,982 | 2,101,320 | 99.38% | Passed |
| 2024 | 2024-06-10 | 950,591,272 | 10,963,460 | 1,793,766 | 98.86% | Passed |
| 2023 | 2023-06-07 | 938,847,123 | 15,400,898 | 1,440,947 | 98.24% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-10 | 99.03%a |
| 2025 | 2025-06-10 | 99.38%b |
| 2024 | 2024-06-10 | 98.86%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of Items 1 and 2 and abstentions will have no effect on the outcome of Item 3.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the non-binding advisory proposal.”.
c. Approved under the standard stated in the filing — “Abstentions have no effect on the non-binding advisory proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 10 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $136,911 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Demetrios L. KouzoukasIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance · Clinical | $95,000 | $206,096 | $0 | $0 | $0 | $301,096 |
| William G. Robinson, JrIndependent · Talent and Compensation (Chair) · Audit | 80,000 | 206,096 | 0 | 0 | 0 | 286,096 |
| Anna U. LoengardIndependent · Talent and Compensation · Clinical (Chair) | 72,500 | 206,096 | 0 | 0 | 0 | 278,596 |
| Thomas L. TranIndependent · Audit (Chair) · Nominating and Corporate Governance (Chair) | 69,083 | 206,096 | 0 | 0 | 0 | 275,179 |
| Carladenise Armbrister EdwardsIndependent · Talent and Compensation · Nominating and Corporate Governance · Clinical | 67,500 | 206,096 | 0 | 0 | 0 | 273,596 |
| Chelsea ClintonIndependent · Talent and Compensation · Nominating and Corporate Governance · Departed during FY | 65,065 | 206,096 | 0 | 0 | 0 | 271,161 |
| Lee A. ShapiroIndependent · Departed during FY | 62,750 | 206,096 | 0 | 0 | 0 | 268,846 |
| Vivek GaripalliEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Andrew ToyEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 50,000 / 25,000 |
| Stock ownership guideline | 3x salary (CEO); 1.5x salary (other executive officers) |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $511,898 |
| Equity awards (grant-date value) | $1,442,672 |
| All other compensation | $0 |
| Total cost of the board | $1,954,570 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Clover Health Investments names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Clover Health Investments.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | GoHealth | 2025 | Vijay Kotte | $969,231 | $10,734,997 | $0 | $0 | $13,757,255 |
| 2 | Privia Health Group | 2025 | Parth Mehrotra | 650,000 | 8,588,373 | 0 | 1,218,750 | 10,472,698 |
| 3 | Phreesia | 2026 | Chaim Indig | 515,000 | 7,562,706 | 0 | 0 | 8,077,706 |
| 4 | Omnicell | 2025 | Randall Lipps | 846,891 | 5,219,576 | 0 | 1,411,485 | 7,531,852 |
| 5 | Progyny | 2025 | Peter Anevski | 870,000 | 3,499,980 | 2,099,995 | 736,890 | 7,220,612 |
| 6 | Jamf | 2024 | John Strosahl | 550,001 | 5,999,997 | 0 | 539,000 | 7,106,371 |
| 7 | DocGo | 2025 | Lee Bienstock | 785,000 | 1,926,346 | 0 | 831,315 | 3,571,951 |
| 8 | SelectQuote | 2025 | Timothy Danker | 556,973 | 2,212,143 | 0 | 701,786 | 3,487,527 |
| 9 | eHealth | 2025 | Derrick Duke | 290,769 | 1,956,000 | 0 | 414,247 | 3,262,665 |
| 10 | Clover Health Investments | 2025 | Jamie Reynoso | 550,001 | 0 | 0 | 904,626 | 1,468,166 |
| — | Veradigm | — | — | — | — | — | — | not in coverage universe |
| — | ModivCare | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Clover Health Investments | 64% | RSU 60 · Cash LTI 40 | No | Aon, plc (Human Capital Practice) |
| DocGo | 105.9% | RSU 50 · PSU 50 | Yes — TSR relative to the TSR of the constituents of the Nasdaq Health Care Index | Compensia |
| eHealth | not disclosed | PSU 50 · RSU 50 | No | Aon |
| GoHealth | 50% | RSU 100 | not disclosed | Pearl Meyer and Partners, LLC |
| Jamf | 98% | RSU 100 | not disclosed | Radford |
| ModivCare | not disclosed | not disclosed | not disclosed | not disclosed |
| Omnicell | 133.3% | RSU 50 · PSU 50 | No | Exequity |
| Phreesia | 140.3% | PSU 50 · RSU 50 | Yes — Relative TSR | FW Cook, Inc. |
| Privia Health Group | 150% | PSU 60 · RSU 40 | No | Korn Ferry (through September 2025), WTW (starting September 2025) |
| Progyny | 85% | RSU 40 · Options 30 · PSU 30 | No | Semler Brossy |
| SelectQuote | 126% | RSU 50 · MSU 50 | No | Semler Brossy |
| Veradigm | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Peter Kuipers | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Summary Compensation Table”. As printed: 2,045,067. Filing ↗machine: r5 · c48 · span 506500–506509 |
| 2 | Section 01, Jamie Reynoso | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Summary Compensation Table”. As printed: 1,468,166. Filing ↗machine: r7 · c48 · span 515548–515557 |
| 3 | Section 01, Andrew Toy | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Summary Compensation Table”. As printed: 1,319,385. Filing ↗machine: t30 · r2 · c22 · span 493279–493288 |
| 4 | Section 01, Conrad Wai | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Summary Compensation Table”. As printed: 1,211,938. Filing ↗machine: r10 · c48 · span 529162–529171 |
| 5 | Section 01, Brady Priest | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Summary Compensation Table”. As printed: 1,199,461. Filing ↗machine: r12 · c48 · span 538242–538251 |
| 6 | Section 03, Peter Kuipers PRSU | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t31 · r7 · c23 · span 574005–574014 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “CEO Pay Ratio”. As printed: 10 : 1. Filing ↗machine: span 795912–795914 |
| 8 | Section 08, Demetrios L. Kouzoukas | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 301,096. Filing ↗machine: t11 · r5 · c8 · span 251009–251016 |
| 9 | Section 08, William G. Robinson, Jr | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 286,096. Filing ↗machine: t11 · r7 · c8 · span 254439–254446 |
| 10 | Section 08, Anna U. Loengard | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 278,596. Filing ↗machine: t11 · r6 · c8 · span 252723–252730 |
| 11 | Section 08, Thomas L. Tran | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 275,179. Filing ↗machine: t11 · r9 · c8 · span 258027–258034 |
| 12 | Section 08, Carladenise Armbrister Edwards | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 273,596. Filing ↗machine: t11 · r3 · c8 · span 247411–247418 |
| 13 | Section 08, Chelsea Clinton | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 271,161. Filing ↗machine: t11 · r2 · c8 · span 245682–245689 |
| 14 | Section 08, Lee A. Shapiro | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 268,846. Filing ↗machine: t11 · r8 · c8 · span 256321–256328 |
| 15 | Section 08, Vivek Garipalli | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t11 · r4 · c8 · span 249157–249158 |
| 16 | Section 08, Andrew Toy | DEF 14A | 2026-04-28 | 0001801170-26-000102 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-06-12 | 0001801170-26-000148 | Item 5.07 · say-on-pay result. As reported: 99.03% (votes for as printed: 1,003,065,402). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-06-12 | 0001801170-25-000154 | Item 5.07 · say-on-pay result. As reported: 99.38% (votes for as printed: 988,724,280). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-06-13 | 0001801170-24-000122 | Item 5.07 · say-on-pay result. As reported: 98.86% (votes for as printed: 950,591,272). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 511,898 + equity 1,442,672 + all other 0 = 1,954,570, summed across the director compensation table rows.machine: formula: Σ = 1,954,570 |
| 22 | GoHealth, Section 10b CEO total | DEF 14A | 2026-04-30 | 0001140361-26-018208 | CEO total compensation as printed in GoHealth's own proxy. As printed: 13,757,255. Filing ↗machine: r3 · c24 · span 302282–302293 |
| 23 | Privia Health Group, Section 10b CEO total | DEF 14A | 2026-04-02 | 0001193125-26-138997 | CEO total compensation as printed in Privia Health Group's own proxy. As printed: 10,472,698. Filing ↗machine: t166 · r3 · c39 · span 538905–538915 |
| 24 | Phreesia, Section 10b CEO total | DEF 14A | 2026-05-14 | 0001412408-26-000155 | CEO total compensation as printed in Phreesia's own proxy. As printed: 8,077,706. Filing ↗machine: span 634967–634976 |
| 25 | Omnicell, Section 10b CEO total | DEF 14A | 2026-04-13 | 0001104659-26-042631 | CEO total compensation as printed in Omnicell's own proxy. As printed: 7,531,852. Filing ↗machine: r1 · c47 · span 668949–668958 |
| 26 | Progyny, Section 10b CEO total | DEF 14A | 2026-04-10 | 0001551306-26-000055 | CEO total compensation as printed in Progyny's own proxy. As printed: 7,220,612. Filing ↗machine: r2 · c48 · span 493966–493975 |
| 27 | Jamf, Section 10b CEO total | DEF 14A | 2025-04-29 | 0001104659-25-041308 | CEO total compensation as printed in Jamf's own proxy. As printed: 7,106,371. Filing ↗machine: t13 · r1 · c41 · span 429483–429492 |
| 28 | DocGo, Section 10b CEO total | DEF 14A | 2026-04-22 | 0001213900-26-046600 | CEO total compensation as printed in DocGo's own proxy. As printed: 3,571,951. Filing ↗machine: r1 · c12 · span 689916–689925 |
| 29 | SelectQuote, Section 10b CEO total | DEF 14A | 2025-10-02 | 0001794783-25-000086 | CEO total compensation as printed in SelectQuote's own proxy. As printed: 3,487,527. Filing ↗machine: span 501676–501685 |
| 30 | eHealth, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001333493-26-000020 | CEO total compensation as printed in eHealth's own proxy. As printed: 3,262,665. Filing ↗machine: t62 · r3 · c16 · span 885391–885400 |
| 31 | Clover Health Investments (subject), Section 10b CEO total | DEF 14A | 2026-04-28 | 0001801170-26-000102 | CEO total compensation as printed in Clover Health Investments's own proxy. As printed: 1,468,166. Filing ↗machine: r7 · c48 · span 515548–515557 |
| 32 | Section 10a, SelectQuote reciprocity | DEF 14A | — | 0001794783-25-000086 | SelectQuote's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 33 | Section 10a, DocGo reciprocity | DEF 14A | — | 0001213900-26-046600 | DocGo's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 34 | Section 10a, Privia Health Group reciprocity | DEF 14A | — | 0001193125-26-138997 | Privia Health Group's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 35 | Section 10a, eHealth reciprocity | DEF 14A | — | 0001333493-25-000047 | eHealth names Clover Health Investments in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 36 | Section 10a, Omnicell reciprocity | DEF 14A | — | 0001104659-26-042631 | Omnicell's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 37 | Section 10a, Phreesia reciprocity | DEF 14A | — | 0001412408-26-000155 | Phreesia's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 38 | Section 10a, Progyny reciprocity | DEF 14A | — | 0001551306-26-000055 | Progyny's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |
| 39 | Section 10a, Jamf reciprocity | DEF 14A | — | 0001104659-25-041308 | Jamf's most recent proxy was read; its disclosed peer group does not include Clover Health Investments. Filing ↗ |